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Tag Archives: MinMetals

Chinese lift offer and land OZ deal

Barry Fitzgerald
June 12, 2009

A SWEETENED offer of $US1.38 billion ($A1.69 billion) for the bulk of OZ Mineral’s assets has won the day for China’s state-owned Minmetals.

Battle-weary OZ shareholders roundly endorsed the deal at a meeting in Melbourne (92 per cent approval) but not before hurling abuse at the OZ board for what they saw as its role in making the former high-flying miner a major casualty of the global financial crisis.

A big protest vote on the re-election of long-standing director Michael Eager was also recorded (42 per cent against) and the adoption of OZ’s remuneration report was defeated (62 per cent against).

All of that reflected what OZ chairman Barry Cusack said had been an “extremely stressful time” for OZ since the financial crisis hit in mid-September, prompting OZ’s banking syndicate to call in $1.1 billion in debt.

Minmetals project director Mark Liu said after the meeting that the group’s decision to increase the offer demonstrated “goodwill, not only to OZ shareholders but to the Australian public as well”. It comes as the uproar in China continues over Rio Tinto’s spurning of a refinancing deal with state-owned Chinalco.

Minmetals’ original deal was struck in February. Like the Rio Tinto deal before it, it was essentially a refinancing package for the debt-heavy OZ. But it had become unpalatable because of the strong improvement in commodity prices and equity values since.

Last Friday, OZ received two refinancing alternatives, one from RFC and Royal Bank of Canada and one from Macquarie. Both were rejected ahead of yesterday’s shareholder meeting because they lacked, among other things, the certainty OZ was looking for as its June 30 debt repayment deadline loomed.

It was revealed yesterday that Minmetals had been in talks with OZ for about three weeks on increasing its offer to take account of the improved market conditions. The improved deal was agreed to at 8pm on Wednesday night and announced by Minmetals at 10pm, leaving OZ to tell shareholders of the improved offer at the meeting.

OZ said that unlike the competing proposals (Macquarie pulled its bid at 6pm on Wednesday), the new deal with Minmetals was a complete solution to its debt woes.

The only condition was that shareholders approve the deal at yesterday’s meeting.

OZ emerges from the deal sporting close to $800 million in cash and with its portfolio of interests reduced to some exploration assets and the Prominent Hill copper/gold mine in South Australia.

Mr Cusack said OZ would be cautious in how it spent its cash. “Having just come out of a life-threatening experience, we want to make sure that we don’t fall back into one,” he told shareholders.

http://business.theage.com.au/business/chinese-lift-offer-and-land-oz-deal-20090611-c4zi.html

ELIZABETH KNIGHT
June 11, 2009 – 11:57AM
The Chinese cannot be accused of being slow to learn their lessons.

Minmetals would have watched very closely the unfolding disaster that fellow Chinese-owned Chinalco suffered last week at the hands of the board of Rio Tinto.

Chinalco had a once in a lifetime opportunity to get its hands on some unparalleled resource assets in Australia.

It was in the box seat to double its stake in Rio Tinto and take direct stakes in highly sought after assets but it blew it. It got greedy.

Had it delivered a drop dead price on day one the outcome could have been very different.

Minmetals last night and at the 11th hour increased its offer for the OZ Minerals assets it is able to buy, by 15 per cent to $US1.386 billion ($1.75 billion).

The sale of these assets has been one of the most contested deals in recent corporate history.

Macquarie Bank was the primary rival to Minmetals – the Australian bank’s plan involved a recapitalisation for which it would receive some hefty underwriting fees.

But in the end Macquarie’s deal was too risky – given that it would need to provide bridging finance until an issue had been undertaken.

Only a very brave – or foolhardy – organisation would extend finance to an overgeared company like Oz Minerals whose existing bankers are already holding a gun to its head.

Going into this morning’s OZ Mineral shareholder meeting to approve the Minmetals the board made it clear that the banks had cocked the trigger and were ready to squeeze in the event that investors voted against the sale of assets to Minmetals.

It could be argued that on this basis – and given the proxies received indicated that it would be approved – that Minmetals didn’t need to raise the offer.

But there is nothing like certainty – even if it comes at a price.

Lobbing a better offer – and one that sits inside the independent experts range of values – is probably cheap insurance.

eknight@smh.com.au